| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ENTELLUS MEDICAL INC [ ENTL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 11/04/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.001 par value | 11/04/2017 | A | 10,000(1) | A | $0 | 47,217(2) | D | |||
| Common Stock, $0.001 par value | 01/05/2018 | S(3) | 968 | D | $24.01 | 46,467(4) | D | |||
| Common Stock, $0.001 par value | 01/08/2018 | S(3) | 1,481 | D | $24.12 | 44,986(4) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Statutory Stock Option (right to buy) | $17.24 | 11/04/2017 | A | 20,000 | (5) | 11/04/2027 | Common Stock | 20,000 | $0 | 20,000 | D | ||||
| Explanation of Responses: |
| 1. These shares will be issued over time upon vesting pursuant to a restricted stock unit granted under the Entellus Medical, Inc. 2015 Incentive Award Plan. |
| 2. Includes 35,886 shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Entellus Medical, Inc. 2015 Incentive Award Plan and an aggregate of 446 shares acquired under the Entellus Medical, Inc. 2015 Employee Stock Purchase Plan on June 30, 2016, December 31, 2016 and June 30, 2017. |
| 3. These shares were sold under a pre-arranged sales instruction pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to cover the estimated tax withholding obligations in connection with the vesting of restricted stock units. |
| 4. Includes 27,943 shares will be issued over time upon vesting pursuant to restricted stock units granted under the Entellus Medical, Inc. 2015 Incentive Award Plan and an aggregate of 664 shares acquired under the Entellus Medical, Inc. 2015 Employee Stock Purchase Plan on June 30, 2016, December 31, 2016, June 30, 2017 and December 31, 2017. |
| 5. This option vests with respect to 1/48th of the shares on December 1, 2017 and on each monthly anniversary of November 1, 2017 thereafter, subject to such Reporting Person's continued employment with Entellus Medical, Inc. |
| /s/ Brent A. Moen, attorney-in-fact | 01/09/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
